When it came to The Man from U.N.C.L.E.,Guy Ritchie had one request of composer Daniel Pemberton: make every track its own spoonful of cool. "He didn't want it to feel like score," Pemberton tells Esquire over the phone. "He wanted it to feel like a great piece of music that was just being dropped on the scene." Most film scores tend to set a quick mood before falling into the background, but Pemberton's soundtrack rubs shoulders with the performers; it feels snug around the '60s-set spy tale like a well-tailored suit. It's East meets West meets crazy, an album with the freedom of a standalone record that just so happens to have shootouts and car chases backing it up. How'd Pemberton pull it off? Esquire.com asked the English composer to annotate a few of his eclectic tracks:

"Out of the Garage"

"I tried to get this sounding as much like a1960s score as I could, but with a modern twist, where it sounds a lot bigger," Pemberton says. To bring an old school flavor to the tracks, the composer recorded riffs on old harpsichords, massive drums, and the zither-like chimalong to magnetic tape and mixed them through period-appropriate desks. Digital tools were used to amplify and layer, giving it a thunderous quality that only live performers could execute, but never practically achieve.

"Escape from East Berlin"

Jazz flute. The instrument conjures up images of Ron Burgandy's psychotic solos. But it's magic in the right hands (and on the U.N.C.L.E. soundtrack). Scouting for unique sounds, Pemberton hired a bass flutist whose specialty is classical concertos. "He has a side to him that's really defiant and crazy and he loves coming up with mad noises. So we just did some sessions." The result is the grooving track below. "If I do one thing," Pemberton "I'm going to make jazz flute cool again."

"Bugs, Beats, and Bowties"

"During this bit is one of the very first synthesizers called a Jennings Univox—classic sixties. It looks like something out of Victorian Doctor Who. It plays one note. That's actually one of my favorite moments because the music is kind of stupid, like goofy. I always worried if I got to do a big Hollywood movie one day, I'd end up watering my music down. That scene, anyone who hears it, who knows me, knows that it's the stupid, silly music that I like doing. That it's in a Hollywood studio film gives me immense pleasure."

"Breaking Out (The Cowboy Escape)"

Though Man from U.N.C.L.E. takes place entirely in Italy, Pembreton tinged the score with mariachi motifs. His explanation: Ennio Morricone, famous for his spaghetti Western scores. "Guy is a massive fan of Morricone and so am I," Pemberton says. "He writes beautiful melodies and does crazy, funny stuff as well.

"Che vuole questa musica stasera" (by Peppino Gagliardi)

Gagliardi's ballad begins with Napoelon Solo (Henry Cavill) dining on a picnic lunch and ends with the F.B.I. agent crashing a truck into a speed boat. Pemberton adores the song, but thought the track needed a little… push. "I did a whole string arrangement on top of it," he says. "It feels like part of the track and no one will ever know that that's actually part of the composition on the score. Now they will. I've actually never told anyone that, so there you go."

"The Drums of War"

If this pounding track sounds like an army of drums sounding off at once... that's because it is. The list included Hungarian milk jugs, big bass drums, bongos, congas, castanets, shakers rototoms, which the composer describes as a 24-piece bongo set all tuned to different pitches. "We used pretty much every bit of percussion we could get in London," Pemberton says of this pounding stretch of action music," Pemberton says. "It was like, 'chuck one of those in the van as well!'"

"Take You Down"

When Pemberton finished one of the final musical moments in the film, the cue called for a "solid rock track." But it was missing something. Ritchie gave the composer the perfect idea: vocals. Once they found a singer with a larynx to handle the Morricone-esque wailing, Pemberton banged out the music. "I played the part on a really crap keyboard, sent it over, he did some vocals, I distorted the fuck out of them, made them more dirty, and that ended up in the film." Behind the vocals are two drums playing simultaneously, creating a wall of spy-worthy sound. "We were in [London's] Abbey Road studio, two drummers, two drum kits, either side of the room. We had written out every single drum solo, so every drum solo they played we wrote out beforehand. And then they just bashed the crap out of their drum sets at the same time and it just sounds fantastic, it sounds so big."

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